                                 CODE OF VIRGINIA

RIGHTS OF PURCHASER OF SECURITY ENTITLEMENT FROM ENTITLEMENT HOLDER (§
8.8A-510)

a. In a case not covered by the priority rules in Title 8.9A or the rules stated
in subsection (c), an action based on an adverse claim to a financial asset or
security entitlement, whether framed in conversion, replevin, constructive
trust, equitable lien, or other theory, may not be asserted against a person who
purchases a security entitlement, or an interest therein, from an entitlement
holder if the purchaser gives value, does not have notice of the adverse claim,
and obtains control.

b. If an adverse claim could not have been asserted against an entitlement
holder under &#xA7; 8.8A-502, the adverse claim cannot be asserted against a
person who purchases a security entitlement, or an interest therein, from the
entitlement holder.

c. In a case not covered by the priority rules in Title 8.9A, a purchaser for
value of a security entitlement, or an interest therein, who obtains control has
priority over a purchaser of a security entitlement, or an interest therein, who
does not obtain control. Except as otherwise provided in subsection (d),
purchasers who have control rank according to priority in time of:

   1. the purchaser&#8217;s becoming the person for whom the securities account,
   in which the security entitlement is carried, is maintained, if the purchaser
   obtained control under subdivision (d) (1) of &#xA7; 8.8A-106;

   2. the securities intermediary&#8217;s agreement to comply with the
   purchaser&#8217;s entitlement orders with respect to security entitlements
   carried or to be carried in the securities account in which the security
   entitlement is carried, if the purchaser obtained control under subdivision
   (d) (2) of &#xA7; 8.8A-106; or

   3. if the purchaser obtained control through another person under subdivision
   (d) (3) of &#xA7; 8.8A-106, the time on which priority would be based under
   this subsection if the other person were the secured party.

d. A securities intermediary as purchaser has priority over a conflicting
purchaser who has control unless otherwise agreed by the securities
intermediary.

HISTORY: 1996, c. 216; 2000, c. 1007.